Angela Curry
About Angela Curry
Angela Curry, 52, is an independent director of German American Bancorp (GABC), appointed effective January 1, 2023, with her current term expiring at the 2026 annual meeting. She serves as General Counsel/Vice President for Legal, Governance & Strategic Initiatives at the University of Louisville; in 2021 she was appointed Interim Chief of Staff and now also serves as Vice President for Governance and Strategic Initiatives. Her background spans complex litigation management, corporate governance, HR, strategic negotiations, employment law, compliance training, and corporate administration, with deep ties to the Louisville market. She is a member of GABC’s Compensation/Human Resources Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Louisville | General Counsel; VP for Legal, Governance & Strategic Initiatives | Current; appointed Interim Chief of Staff in 2021; now also VP for Governance & Strategic Initiatives | Chief legal officer; leads all legal services; governance and strategic initiatives leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Speed Art Museum | Board member | Current | Louisville civic organization board service |
| Louisville Legal Aid Society | Board member | Current | Louisville civic organization board service |
| German American Bank (subsidiary) | Director; same committees as parent board | Current | All GABC directors also serve on bank subsidiary board |
| Regional Advisory Board (Southeast Region) | Participant | Current | Advisory role at bank subsidiary regional board |
| Other public company boards | — | None disclosed in 2025 DEF 14A | No public company directorships identified for Ms. Curry in proxy |
Board Governance
- Independence: Independent director under Nasdaq rules (board lists Curry as “Independent: YES”).
- Board/Committee attendance: The board held 10 meetings in 2024; no director attended less than 75% of aggregate board/committee meetings. Executive sessions of independent directors are held at each regularly scheduled board meeting.
| Committee | Membership (Curry) | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 5 |
| Compensation/Human Resources | Member | No (Chair: Susan J. Ellspermann) | 4 |
| Governance/Nominating | Not a member | — | 4 |
Additional governance context:
- Lead independent director: Zachary W. Bawel (CEO also serves as Chair; lead independent director presides over executive sessions and governance matters).
Fixed Compensation (Non-Employee Director Pay)
Program structure for the annual period commencing July 1, 2024:
- Annual retainer: $25,000 cash and an equity grant (common stock) with market value not exceeding $40,000. All cash retainers are earned upon receipt.
- Meeting fees: $850 per board committee meeting; $850 per bank subsidiary board/committee/regional advisory board meeting; $425 per GA Investment Services/Wealth Advisory Oversight Committee meeting. $50 travel allowance for meetings when traveling from outside Dubois County/adjacent counties.
- Chair fees (if applicable): Audit Chair $10,000; Governance/Nominating Chair $5,000; Compensation/Human Resources Chair $7,500; Credit Risk Management Chair $7,500; Finance & ALCO Chair $3,000.
2024 Director compensation (reported for calendar year 2024):
| Director | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Angela Curry | 34,350 | 39,973 | 74,323 |
Performance Compensation (Equity and Conditions)
Annual equity grant to non-employee directors:
| Grant Date | Instrument | Shares | Grant Value | Vesting | Conditions |
|---|---|---|---|---|---|
| 2024-06-25 | Restricted common stock | 1,204 shares to each non-employee director | $39,973 per director (based on $33.20 close on 2024-06-24) | Fully vests on 2025-07-01 | Non-transferable before vest; forfeited if not in service through vesting (except death/disability/retirement); 50% forfeiture if attendance thresholds not met or failure to attend 2024 annual meeting (subject to exceptions) |
Notes:
- Director equity is not performance-metric based (no TSR/EBITDA targets), but incorporates attendance-based forfeiture to reinforce engagement.
- The Compensation/Human Resources Committee report (signed by the Chair and members including Angela Curry) addresses executive compensation oversight; director pay is reviewed biannually with BCG as independent consultant.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Ms. Curry in the 2025 DEF 14A |
| Nonprofit/Academic boards | Speed Art Museum; Louisville Legal Aid Society |
| GABC subsidiary roles | Director of German American Bank; participates in Southeast Region advisory board |
| Compensation committee interlocks | None reported; no relationships requiring Item 404/407(e)(4) disclosure for 2024 |
Expertise & Qualifications
- Core skills cited by the board: complex litigation management, corporate governance, HR management, strategic negotiations, employment law, litigation oversight, compliance training, corporate administration; local market knowledge (Louisville).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 2025-03-07) | 2,408 common shares; less than 1% of outstanding shares |
| Director stock ownership guideline | 4x annual retainer ($65,000) measured in common stock; 5-year window to achieve (policy adopted 2023-02-27) |
| Compliance window for Curry | As a 2023 appointee, has up to 5 years from joining to meet guideline |
| Hedging/pledging | Company policies prohibit hedging, pledging, and short sales by directors and executives |
Governance Assessment
- Board effectiveness and independence: Curry is independent and serves on the Compensation/Human Resources Committee, which is composed solely of independent directors; the committee affirmed its consultant (BCG) was independent, and there were no interlocks/insider participation concerns in 2024. This supports objective oversight of executive pay.
- Engagement and alignment: Director equity vesting includes attendance-based forfeiture; no director fell below 75% attendance in 2024; executive sessions of independent directors occur each regular meeting; strong stock ownership guidelines for directors (4x retainer) with a five-year compliance runway for newer directors like Curry.
- Ownership “skin in the game”: Curry beneficially owns 2,408 shares as of March 7, 2025 (<1%); while absolute ownership is modest, she is within the five-year accumulation period to reach the 4x-retainer guideline. Monitor progress toward guideline compliance.
- Conflicts/related-party exposure: No related-party transactions >$120,000 involving directors/executives since January 1, 2024; bank subsidiary ordinary-course loans to insiders are on market terms and non-problem assets; Audit Committee reviews related-party transactions per Nasdaq/SEC rules.
- Shareholder sentiment: 2025 Say-on-Pay received majority approval (For: 21,533,930; Against: 518,308; Abstain: 310,129; broker non-votes as disclosed), indicating generally supportive investor confidence in compensation governance.
RED FLAGS: None identified specific to Curry. No attendance issues, no related-party transactions, and anti-hedging/pledging policies in place. Watchlist item: track ownership accumulation versus the 4x guideline within the five-year window.